UPLAND SOFTWARE, INC. (NASDAQ:UPLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 2, 2017, the following changes were made to the Board of Directors (the “Board”) of Upland Software, Inc. (the “Company”).
Director Resignation
On October 2, 2017, director John D. Thornton notified the Company of his resignation as a member of the Board of Directors, effective immediately. Mr. Thornton was a Class II director and served as Lead Independent Director and as a member of the Compensation Committee of the Board. Mr. Thornton’s decision was not the result of any disagreement with the Company or the Board.
Director Appointment
On October 3, 2017, the Board appointed Joe Ross to the Board as a Class II director, effective immediately.
There is no arrangement or understanding with any person to which Mr. Ross was appointed as a member of the Board. There are also no family relationships between Mr. Ross and any director or executive office of the Company and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In accordance with the Company’s existing compensation policy for non-employee directors, Mr. Ross is entitled to cash and equity compensation for service on the Board. The Company also intends to enter into its standard form of indemnification agreement with Mr. Ross. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-198574), filed with the Securities and Exchange Commission on October 27, 2014, as subsequently amended.
Lead Director Appointment
On October 3, 2017, the Board appointed David May as Lead Independent Director of the Board, effective immediately. Mr. May has served on the Board since 2017 and is an “independent director” as defined under the applicable requirements of the NASDAQ Global Market listing standards and SEC rules and regulations.
A copy of the press release announcing the aforementioned changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Upland Software, Inc. ExhibitEX-99.1 2 uplandappointsjoerosstoboa.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Upland Software Appoints Joe Ross to Board of Directors AUSTIN,…To view the full exhibit click here
About UPLAND SOFTWARE, INC. (NASDAQ:UPLD)
Upland Software Inc. is a provider of cloud-based enterprise work management software. The Company provides a family of cloud-based enterprise work management software applications for the information technology, process excellence, finance, professional services and marketing functions within organizations. Its software applications serve a range of enterprise work management needs, from strategic planning to task execution. It services customers ranging from corporations and Government agencies to small- and medium-sized businesses. Its customers operate in a range of industries, including financial services, retail, technology, manufacturing, education, consumer goods, media, and telecommunications, Government, food and beverage, healthcare and life sciences, chemicals and travel and hospitality. The Company provides a family of cloud-based enterprise work management software applications under the Upland brand.